REVOLVING
CREDIT NOTE
 (M&T)
  $25,000,000
    Baltimore,
      MarylandDecember
      27, 2004
 
 FOR VALUE
RECEIVED, PAYMENTS, INC., a corporation organized under the laws of the State of
New York (“Borrower”), promises to pay to the order of MANUFACTURERS AND TRADERS
TRUST COMPANY, a New York State Bank organized under the laws f the State of New
York (the “Lender”), the principal sum of TWENTY-FIVE MILLION DOLLARS
($25,000,000) (the “Principal Sum”), or such lesser amount equal to the Lender’s
Revolving Credit Pro Rata Share (as that term is defined in the “Financing
Agreement” defined below) of the Revolving Credit Facility (as that term is
defined in the Financing Agreement) or so much thereof as has been or may be
advanced and/or readvanced to or for the account of the Borrower pursuant to the
terms and conditions of the Financing Agreement, together with interest thereon
at the rate or rates hereinafter provided, in accordance with the
following:
  1.
    Interest.
  Commencing
as of the date hereof and continuing until repayment in full of all sums due
hereunder, the unpaid Principal Sum shall bear interest at the Applicable
Interest Rate or the Post-Default Rate (both as defined in the Financing
Agreement) in effect from time to time for the Revolving Loan (as defined in the
Financing Agreement). The Applicable Interest Rate shall be determined in the
manner provided in the Financing Agreement.
  2.
    Payments
      and Maturity.
  The
unpaid Principal Sum, together with interest thereon at the rate or rates
provided above, shall be payable as follows:
  (a)  Interest
only on the unpaid Principal Sum shall be due and payable at the times provided
in Section 2.3.5 (Payment of Interest) of the Financing Agreement;
and
  (b)  Unless
sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid
thereon, shall be due and payable in full on the Revolving Credit Expiration
Date (as that term is defined in the Financing Agreement).
  The fact
that the balance hereunder may be reduced to zero from time to time pursuant to
the Financing Agreement will not affect the continuing validity of this Note or
the Financing Agreement, and the balance may be increased to the Principal Sum
after any such reduction to zero.
  3.
    Default
      Interest.
  Upon the
occurrence of an Event of Default (as hereinafter defined), the unpaid Principal
Sum shall bear interest thereafter at the Post-Default Rate until such Event of
Default is cured.
  
 4.
    Late
      Charges.
  If the
Borrower shall fail to make any payment under the terms of this Note (other than
a payment due at maturity) within five (5) days after the date such payment is
due, the Borrower shall pay to the Lender on demand a late charge equal to five
percent (5%) of the delinquent amount.
  5.
    Application
      and Place of Payments.
  All
payments made on account of this Note shall be applied in the manner provided in
the Financing Agreement. All payments on account of this Note shall be paid in
lawful money of the United States of America in immediately available funds
during regular business hours of Manufacturers and Traders Trust Company, a New
York State Bank (the “Agent” under the Financing Agreement), at the Agent’s
office at 25 South Charles Street, Baltimore, Maryland 21201, or at such other
times and places as the Agent may at any time and from time to time designate in
writing to the Borrower.
  6.
    Prepayment.
  The
Borrower may prepay the Principal Sum at the times and in the manner provided in
the Financing Agreement.
  7.
    Financing
      Agreement and Other Financing
Documents.
  This Note
is a “Revolving Credit Note” described in a Financing and Security Agreement
dated December __, 2004 (as amended, modified, restated, substituted, extended
and renewed at any time and from time to time, the “Financing Agreement”), by
and among the Borrower, the Agent, the Lender, and the other Lenders under the
Financing Agreement. The indebtedness evidenced by this Note is included within
the meaning of the term “Obligations” as defined in the Financing Agreement. The
term “Financing Documents” as used in this Note shall have the meaning set forth
in the Financing Agreement. All terms used in this Note which are not otherwise
defined herein shall have the meaning set forth in the Financing
Agreement.
  8.
    Security.
  This Note
is secured as provided in the Financing Agreement.
  9.
    Events of
      Default.
  The
occurrence of any one or more of the following events shall constitute an event
of default (individually, an “Event of Default” and collectively, the “Events of
Default”) under the terms of this Note:
  (a)  The
failure of the Borrower to pay to the Lender when due any and all amounts
payable by the Borrower to the Lender under the terms of this Note;
or
  (b)  The
occurrence of an Event of Default (as that term is defined in the Financing
Agreement).
  2
  10.
    Remedies.
  Upon the
occurrence of an Event of Default, at the option of the Lender, all amounts
payable by the Borrower to the Lender under the terms of this Note shall
immediately become due and payable by the Borrower to the Lender without notice
to the Borrower or any other person, and the Lender shall have all of the
rights, powers, and remedies available under the terms of this Note, any of the
other Financing Documents and all applicable laws. The
Borrower and all endorsers, guarantors, and other parties who may now or in the
future be primarily or secondarily liable for the payment of the indebtedness
evidenced by this Note hereby severally waive presentment, protest and demand,
notice of protest, notice of demand and of dishonor and non-payment of this Note
and expressly agree that this Note or any payment hereunder may be extended from
time to time without in any way affecting the liability of the Borrower,
guarantors and endorsers.
  11.
    Confessed
      Judgment.
  Upon the
occurrence of an Event of Default, the Borrower hereby authorizes any attorney
designated by the Lender or any clerk of any court of record to appear for the
Borrower in any court of record and confess judgment without prior hearing
against the Borrower in favor of the Lender for and in the amount of the unpaid
Principal Sum, all interest accrued and unpaid thereon, all other amounts
payable by the Borrower to the Lender under the terms of this Note or any of the
other Financing Documents, costs of suit, and attorneys’ fees of fifteen percent
(15%) of the unpaid Principal Sum and interest then due hereunder. By its
acceptance of this note, the Lender agrees that in the event the Lender
exercises at any time its right to confess judgment under this note, the Lender
shall use its best efforts to obtain legal counsel who will charge the Lender
for its services on an hourly basis, at its customary hourly rates and only for
the time and reasonable expenses incurred. In no event shall the Lender enforce
the legal fees portion of a confessed judgment award for an amount in excess of
the fees and expenses actually charged to the Lender for services rendered by
its counsel in connection with such confession of judgment and/or the collection
of sums owed to the Lender. In the event the Lender receives, through execution
upon a confessed judgment, payments on account of attorneys’ fees in excess of
such actual attorneys’ fees and expenses incurred by the Lender, then, after
full repayment and satisfaction of all of the obligations under and in
connection with this note, the loan agreement and all of the other loan
documents, the Lender shall refund such excess amount to the Borrower. The
Borrower hereby releases, to the extent permitted by applicable law, all errors
and all rights of exemption, appeal, stay of execution, inquisition, and other
rights to which the Borrower may otherwise be entitled under the laws of the
United States of America or of any state or possession of the United States of
America now in force and which may hereafter be enacted. The authority and power
to appear for and enter judgment against the Borrower shall not be exhausted by
one or more exercises thereof or by any imperfect exercise thereof and shall not
be extinguished by any judgment entered pursuant thereto. Such authority may be
exercised on one or more occasions or from time to time in the same or different
jurisdictions as often as the Lender shall deem necessary or desirable, for all
of which this Note shall be a sufficient warrant.
   3
 12.
    Expenses.
  The
Borrower promises to pay to the Lender on demand by the Lender all costs and
expenses incurred by the Lender in connection with the collection and
enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses and all court costs.
  13.
    Notices.
  Any
notice, request, or demand to or upon the Borrower or the Lender shall be deemed
to have been properly given or made when delivered in accordance with Section
9.1 (Notices) of the Financing Agreement.
  14.
    Miscellaneous.
  Each
right, power, and remedy of the Lender as provided for in this Note or any of
the other Financing Documents, or now or hereafter existing under any applicable
law or otherwise shall be cumulative and concurrent and shall be in addition to
every other right, power, or remedy provided for in this Note or any of the
other Financing Documents or now or hereafter existing under any applicable law,
and the exercise or beginning of the exercise by the Lender of any one or more
of such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by the Lender of any or all such other rights, powers, or remedies. No
failure or delay by the Lender to insist upon the strict performance of any
term, condition, covenant, or agreement of this Note or any of the other
Financing Documents, or to exercise any right, power, or remedy consequent upon
a breach thereof, shall constitute a waiver of any such term, condition,
covenant, or agreement or of any such breach, or preclude the Lender from
exercising any such right, power, or remedy at a later time or times. By
accepting payment after the due date of any amount payable under the terms of
this Note, the Lender shall not be deemed to waive the right either to require
prompt payment when due of all other amounts payable under the terms of this
Note or to declare an Event of Default for the failure to effect such prompt
payment of any such other amount. No course of dealing or conduct shall be
effective to amend, modify, waive, release, or change any provisions of this
Note.
  15.
    Partial
      Invalidity.
  In the
event any provision of this Note (or any part of any provision) is held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provision (or remaining part of the affected provision) of this Note; but
this Note shall be construed as if such invalid, illegal, or unenforceable
provision (or part thereof) had not been contained in this Note, but only to the
extent it is invalid, illegal, or unenforceable.
  16.
    Captions.
  The
captions herein set forth are for convenience only and shall not be deemed to
define, limit, or describe the scope or intent of this Note.
   4
  17.
    Applicable
      Law.
  The
Borrower acknowledges and agrees that this Note shall be governed by the laws of
the State of Maryland (but not including the conflict of law rules thereof),
even though for the convenience and at the request of the Borrower, this Note
may be executed elsewhere, all as if this Note had been executed, delivered,
administered and performed solely within the State of Maryland.
  18.
    Consent to
      Jurisdiction.
  The
Borrower irrevocably submits to the jurisdiction of any state or federal court
sitting in the State of Maryland over any suit, action, or proceeding arising
out of or relating to this Note or any of the other Financing Documents. The
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection that the Borrower may now or hereafter have to the laying of venue of
any such suit, action, or proceeding brought in any such court and any claim
that any such suit, action, or proceeding brought in any such court has been
brought in an inconvenient forum. Final judgment in any such suit, action, or
proceeding brought in any such court shall be conclusive and binding upon the
Borrower and may be enforced in any court in which the Borrower is subject to
jurisdiction by a suit upon such judgment, provided that service of process is
effected upon the Borrower as provided in this Note or as otherwise permitted by
applicable law.
  19.
    Service of
      Process.
  The
Borrower hereby consents to process being served in any suit, action, or
proceeding instituted in connection with this Note in the manner provided in the
Financing Agreement.
  **20.**
    **WAIVER OF
      TRIAL BY JURY.**
  **THE
BORROWER AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO WHICH THE BORROWER AND THE LENDER MAY BE PARTIES, ARISING OUT OF OR IN ANY
WAY PERTAINING TO (A) THIS NOTE OR (B) THE FINANCING DOCUMENTS. IT IS AGREED AND
UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST
PARTIES WHO ARE NOT PARTIES TO THIS NOTE.**
  **THIS
WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER, AND THE
BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN
MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT. THE BORROWER FURTHER REPRESENTS THAT THE BORROWER
HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THE BORROWER’S OWN FREE WILL,
AND THAT THE BORROWER HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL.**
 
 5
  
 SIGNATURE
PAGE TO
 REVOLVING
CREDIT NOTE (M&T)
  IN
WITNESS WHEREOF, the Borrower has caused this Note to be executed under seal by
its duly authorized officer as of the date first written above.
  WITNESS
      OR ATTEST:
      
      
      ______________________________
    PAYMENTS,
      INC.
      
      
      By:/s/
      Barry B. Goldstein (Seal)
      Barry
      B. Goldstein
      President